Steven Soderbergh is almost out the door. Last week we rolled out part one of our interview with the filmmaker about his impending retirement from cinema, his process of filmmaking, the "tyranny of narrative," and his upcoming directorial efforts on the stage (including reviving an old film project, "Cleopatra"). Today, we deliver our final part of our lengthy chat with the director focusing on his Scott Z. Burns-penned pharma-thriller-caper, "Side Effects."

Steven Soderbergh is almost out the door. Last week we rolled out part one of our interview with the filmmaker about his impending retirement from cinema, his process of filmmaking, the "tyranny of narrative," and his upcoming directorial efforts on the stage (including reviving an old film project, "Cleopatra"). Today, we deliver our final part of our lengthy chat with the director focusing on his Scott Z. Burns-penned pharma-thriller-caper, "Side Effects."

We also spoke to the filmmaker about his eclectic cast -- Jude Law, Rooney Mara, Catherine Zeta-Jones, Channing Tatum and Vinessa Shaw -- his final film, "Behind The Candelabra," which will arrive on HBO at the end of May, the future of his "Magic Mike"-related spin-offs and much more. "Side Effects," his penultimate film (read our review here), which arrives in the vein of the '80s/early ’90s psychosexual thriller, is in theaters tomorrow, February 8th. And if that's not enough, don’t forget to check out our comprehensive retrospective of all Soderbergh’s movies.

Was there an appeal about tackling this kind of psychological thriller genre you hadn’t done before?
Yeah. It’s a movie that kind of disappeared from the map after the ‘80s and early ‘90s. We were talking about “Fatal Attraction,” “Jagged Edge,” “Basic Instinct” which were really fun and then they kind of went away. I'm not even sure why, but I certainly thought [screenwriter] Scott [Z. Burns’] idea of using a very zeitgeisty social issue as a Trojan horse to make one of these twisty movies was a really great idea.

We talked to Scott about when he was still going to direct it and he called it a film about “the war on sadness.” And while it has that social and corporate implications, it does feature many twists and turns.
The hard part was really finding the balance for what I would call “Movie A” which is the girl with a problem movie and trying to make sure that we set that up in a way that was sort of realistic but also seeded the ideas for “Movie B” and “Movie C” which it mostly turns into. So we spent a lot of time working on that, recalibrating, tweaking, doing everything we could to make sure that you know we were playing fair.

It feels like a cousin to “Contagion” in the way it takes a social and corporate angle and then thrusts it into a genre.
Well it is kind of a companion piece to that, in that we're talking about drugs and a certain amount of science but in a completely different context. The CDC's not trying to make money, they're just trying to solve a problem and keep people from dying and pharmaceutical companies are for profit and so their criteria and their agenda obviously is going to be quite different.

I like the idea of this young woman kind of caught up in the white water rapids of this pharmaceutical industry and being sort of swept along with not a lot of things to hang onto and feeling kind of out of control or untethered and then watch Scott take that and playing off our empathy. I'm really curious to see how successful we are in the first 35 minutes in kind of locking people into her experience because even while we were shooting it, I was very conscious of trying to do things with the filmmaking that kind of kept her emotional state front and center often to the point of not shooting the other people in the scenes that are talking to her. Just to see her face and others kind of moving around her. Anything I could do to make the feeling of it more subjective, I was looking to do.

Untethered is a good way to put it. Rooney’s a terrific emotional anchor and hook in the first act.
Good that was the goal. I had to work backwards in terms of my choices whether it's how I'm shooting or scoring or composing. I have to make sure I'm working backwards from the very end of the movie which is very different from the beginning of the movie to make sure I'm not making choices that are going to screw up where the movie ultimately has to land.

What was the essential challenge of this film?
I think the first third of the movie was the part we worked on the hardest. It was the part that required the most attention that involved the most sort of versions of the movie that involved the tweaking, whether it was extra inserts or redoing scenes. The first 35 minutes got a disproportionate amount of attention because it was so crucial.

The pharmaceutical texture is so sinister. That must have been fun to play with.
Yeah, because it's so faceless. It's everywhere. We all know somebody that's on something. I've been one of the many beneficiaries of the beta blocker Inderal because I don't like public speaking, so that's been a lifesaver. There are huge corporations that you know crank this stuff out, your doctor is kind of a go-between, but as the movie makes clear you never know what their agenda is specifically. And to what extent they're really complicit in handing this stuff out. So it's a sort of strange world. It will be really interesting to see how the movie plays outside of the U.S. where I think these issues are prevalent but not nearly as severely as they are here.

The corporate machinations. Is that where it starts for Scott?
Scott's just one of those people that asks a lot of question about a lot of things. It's classic Scott – as somebody who pays attention to what's going on in the world – to look at this specific area of medicating depression and go, “Why is there a war on sadness? When did it become illegal? When did somebody decide that it’s inappropriate for us to be sad about stuff?” That's a separate issue from people who are in a really horrible way and literally can't function and are self destructing. I think what Scott and I were interested the idea that society thinks we should all be maintaining an identical equilibrium, all of the time. That strikes both of us as just kind of weird and unnatural. And as anybody will tell you on a lot of anti-depressants, “I don't have the lows but I don't have the highs either.”

Jude Law and Rooney Mara fit into your troupe perfectly. Do you wish you discovered them earlier? Before you’d retired?
Jude is somebody I've actually known casually for a long time. I was friends with Anthony Minghella so I've known him since the late ‘90s just off and on and I've always wanted to do something with him. I felt there was some nice symmetry in doing three in a row with Channing [Tatum] and obviously for reasons we can't discuss, he ended up being a very sort of helpful tool in making the ride as fun as it is. It's funny, Scott brought up Catherine Zeta-Jones – who I didn’t think about even though we’re discussing “Cleopatra” – and he suggested her. But I'm glad this was the first Rooney movie for me because it's so different from “The Girl With The Dragon Tatttoo” and it's such a great showcase for her range. She plays this sort of freak from another planet in ‘Dragon Tattoo’ and then in this she gets to play you know that girl next to you on the subway, that girl at work. She seems to be one of those people wandering around New York half lost, that we all pass every day. And she pulls you in and that's tricky because the first 35 minutes – she's in a circumstance that's tricky and her husband's been away and he's coming back and they don't have any money, but you have to find this balance where she just doesn't start to annoy you. So I think she, as a screen presence, she's pretty compelling.

Did you compare notes with Fincher about her?
Not too much because I think you'd be hard pressed to find two people who use such different methods to get to a similar place. But I knew her from him, I just knew how much he liked her. I'd seen an early cut of ‘Social Network’ and said, “Who's that girl? She's fantastic.” He said “Yeah, she is good,” and when she was in the running for ‘Dragon Tattoo’ I was renting an editing room in David's facility so I was sort of on the sidelines for all of that casting noise. He was telling me, “I think I'm going to go with her,” then when he was done, he went, “You're going to love her. She's just a real thoroughbred, you just wind her up and she goes.”